Securities Act of 1933
Rule 144(c)(1)

August 8, 2005

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division's views are set forth below. Capitalized terms have the same meanings defined in your letter.

• New Ashland may take into account the reporting history of Old Ashland in determining whether New Ashland is eligible to use Form S-3.
   
• Without necessarily agreeing with your analysis, the Division will not object if New Ashland files post-effective amendments to Old Ashland's currently effective registration statements on Forms S-3 and S-8 under Rule 414.
   
• Old Ashland's Exchange Act reporting history may be taken into account in determining whether New Ashland satisfies the current public information requirements of Rule 144(c)(1).
   

These positions are based on the representations made to the Division in your letter. Any different facts or conditions might require different conclusions.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/ashland080805.htm